Correspondence 0001104659-23-010543 from OneMedNet Corp (ONMD)
OneMedNet Corp
Date: Feb. 3, 2023 · CIK: 0001849380 · Accession: 0001104659-23-010543
AI Filing Summary & Sentiment
File numbers found in text: 333-266274
Referenced dates: January 27, 2023
Show Raw Text
CORRESP
1
filename1.htm
NELSON MULLINS RILEY & SCARBOROUGH LLP
ATTORNEYS AND COUNSELORS AT LAW
Larry Shackelford
T: 404.322.6173
larry.shackelford@nelsonmullins.com
201 17th Street NW, Suite 1700
Atlanta, GA 30363
T: 404.322.6000 F: 404.322.6050
nelsonmullins.com
February 3, 2023
Via EDGAR
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Attention: Ms. Taylor Beech
Ms. Erin Jaskot
RE: Data Knights Acquisition Corp.
Amendment No. 4 to Registration on Form S-4
Filed February 3, 2023
File No. 333-266274
Ladies and Gentlemen:
On behalf of Data Knights Acquisition Corp. (the
“Company”), we are hereby responding to the letter dated January 27, 2023 (the “Fourth Comment Letter”)
from the staff (the “Staff”) of the Securities and Exchange Commission (“SEC” or the “Commission”),
regarding the Company’s Amendment No. 3 to Registration Statement on Form S-4 filed January 3, 2023 (the “Registration
Statement”). In response to the Fourth Comment Letter and to update certain information in the Registration Statement, the Company
is submitting its Amendment No. 4 to the Registration Statement (the “Amended Registration Statement”) with the Commission
today.
Capitalized terms used but not defined in this
letter have the meanings as defined in the Amended Registration Statement.
For ease of reference, the text of the Staff’s
comment is included in bold-face type below, followed by the Company’s response.
Questions and Answers About the Proposals,
page 10
1. We note your revisions
in response to comment 1. However, the new question and answer focuses on the impact of redemptions.
Please add a new question and answer specifically addressing the risk that failure to close
a PIPE Investment could leave the post-merger entity under-capitalized, and explain the consequences
if this were to occur. In the new question and answer, please also disclose that $91.4 million
of the proceeds in the trust account were used to pay the most recent redemptions, and indicate
how the current trust account balance could further leave the post-merger entity undercapitalized.
Response: The Amended Registration Statement
has been revised on page 20 to add a new question and answer specifically addressing the risk that failure to close a PIPE Investment
could leave the post-merger entity under-capitalized, explain the consequences if this were to occur and add the related requested disclosure.
What interests do Data Knights' current officers and directors
have in the Business Combination?, page 17
California
| Colorado | District of Columbia | Florida | Georgia | Maryland | Massachusetts
Minnesota
| New York | North Carolina | Ohio | South Carolina | Tennessee | Texas | Virginia | West Virginia
Securities and Exchange Commission
February 3, 2023
Page 2
2. We note your revised disclosure
in response to comment 7 and reissue our comment in part. Please quantify the value of any
out-of-pocket expenses and disclose that the Sponsor requested that the Company extend the
date by which the Company has to consummate a business combination and deposited an aggregate
of $1,150,000 (representing $0.10 per public share) into the Company’s trust account
on August 11, 2022, as well as any additional amounts deposited to further extend the
date. Please include similar disclosure elsewhere in the prospectus where you discuss the
interests of the Sponsor, directors and officers, including pages 32, 90 and 101, and
include the revised disclosure that you have included on pages 17-18.
Response: The Amended Registration Statement
has been revised on pages 18, 34, 91 and 107 to include the requested disclosure.
How do redemptions of Data Knights' Public
Shares impact the Closing..., page 20
3. Please revise to disclose
that the Minimum Cash Condition is $30 million. Please also indicate that based on the current
value of the Trust Account, you will not satisfy the Minimum Cash Condition, and that completion
of the PIPE Investment or alternative financing arrangements will be necessary to meet the
Minimum Cash Condition. Please clarify, to the extent accurate, that non-redemption agreements
would not be sufficient to ensure you meet the Minimum Cash Condition.
Response: The Amended Registration Statement
has been revised on page 20 to provide the requested disclosure.
Risk Factors - Data Knights' independent
registered public accounting firm's report contains an explanatory paragraph..., page 73
Securities and Exchange Commission
February 3, 2023
Page 3
4. We note your disclosure
on page 181 that at April 1, 2023, your outstanding convertible notes may be converted
into stock or repaid back in cash at the note holders discretion, and if more than 30% of
these noteholders choose to be paid back in cash, you may not be able to meet the cash requirements
to meet this obligation. Please revise this risk factor to address this.
Response: The Amended Registration Statement
has been revised on page 75 to provide the requested disclosure.
General Description of the Merger Agreement
- Conditions to the Closing, page 97
5. We reissue comment 6 in
part. Clarify that the minimum cash condition is a condition to closing here and on page 14.
Please also indicate the value ($30 million) of the minimum cash condition.
Response: The Amended Registration Statement
has been revised on pages 15 and 103 to provide the requested disclosure.
Background of the Business Combination,
page 101
6. We note your revised disclosure
in response to comment 7 and reissue our comment in part. Please disclose when you decided
to pursue discussions solely with OneMedNet.
Response: The Amended Registration Statement
has been revised on page 109 to provide the requested disclosure.
Background of the Business Combination,
page 101
7. We note your revised disclosure
in response to comment 8 that "the representations and warranties and provisions governing
the treatment of options and warrants, together with those relating to the Minimum Cash Condition
and the PIPE financing, were the material terms negotiated in the Merger Agreement."
Please further revise to elaborate on the negotiation of those terms.
Response: The Amended Registration Statement
has been revised on page 109 to provide the requested disclosure.
The Board's Reasons for Approval of the
Business Combination, page 105
8. We note your revised disclosure
in response to comment 10. Please further revise the table to include the underlying financial
data used to calculate each multiple. We also note your disclosure that "these companies
overlapped with, but were different from, the list of public companies included in the guideline
public company analysis used by Marshall & Stevens in preparing its opinion,"
yet it appears this analysis included the same list of companies. Please explain how this
analysis differed from the analysis prepared by Marshall & Stevens.
Response: The Amended Registration Statement
has been revised beginning on page 113 to provide the requested disclosure.
Competition, page 164
Securities and Exchange Commission
February 3, 2023
Page 4
9. We note your revised disclosure
in response to comment 16 in your risk factors and reissue our comment. In this section,
please provide a general description of the number and size of your competitors within the
real world data market, and the general factors on which you compete with such competitors.
Please provide context for your statements that "few" of your competitors can fulfill
orders in the time period stated, have the data quantity and diversity to fill requests,
and have sufficient access to relevant non-imaging data along with expert curation capability
required to meet regulatory standards. For example, please quantify what you mean by "few"
and whether these statements describe the majority of your competitors.
Response: The Amended Registration
Statement has been revised on pages 67-68 and 171-172 to provide a general description of the number and size of
OneMedNet’s competitors within the real world data market, the general factors on which OneMedNet competes and to provide
context and quantity for OneMedNet’s statements regarding its competitors.
Material
Customer Agreements, page 166
10. We note your response
to comment 17 and reissue our comment in part. Please tell us whether your agreement with
Siemens tracks your standard Data License Agreement. If not, describe the material terms
of your agreement with Siemens and how it differs from your standard Data License Agreement.
We also note you have filed two agreements as exhibits 10.18 and 10.19, but it is not clear
whether these are your agreements with Change Healthcare and Siemens. Revise your exhibit
index to clarify.
Response: The Amended Registration Statement
has been revised on page 176 to explain that the Data License Agreement with Siemens does indeed track OneMedNet’s standard
Data License Agreement. With regards to the Exhibit Index and the two agreements previously filed in exhibits 10.18 and 10.19, as
previously explained, the Data License Agreement and Master Reseller Agreement are marked confidential and proprietary and are redacted
to reflect the confidentiality provisions under the Data License Agreement with Siemens and the Data Exchange Master Reseller Agreement
with Change Healthcare.
OneMedNet Management's Discussion and Analysis
of Financial Condition and Results of Operations, page 177
Securities and Exchange Commission
February 3, 2023
Page 5
11. We note your response
to comment 19, but note you still have not provided the disclosure required by Item 303(b)(1) and
(b)(2) of Regulation S-K related to Liquidity and Capital Resources and Results of Operations.
Please tell us how your disclosure complies with Item 303(b)(1) and (b)(2) of Regulation
S-K. For instance, point out the specific disclosure that explains why Cost of Goods Sold
increased from $612,000 for fiscal year 2020 to $1.2 million for fiscal year 2021. Please
also address your disclosure's compliance with Item 303(c) for interim results and tell
us where you have explained why General and Administrative Expenses increased from $925,000
for the nine months ended September 30, 2021 to $2.0 million for the nine months ended
September 30, 2022. Please ensure that all material changes in accounts are discussed
and provide explanations of the reasons for such changes.
Response: The Amended Registration Statement
has been revised to expand its disclosures under “Cost of Revenues” (F-53) and “Cost of Revenues” (F-70); and
“Operating expenses” (F-54) and “Operating expenses” (F-71) to ensure compliance with Items 303(b)(1) and
(b)(2) of Regulation S-K and with Item 303(c) for interim results.
Executive Compensation of OneMedNet, page 187
12. Please update this section
to include disclosure for the year ended December 31, 2022.
Response: The Amended Registration
Statement has been revised beginning on page 195 to include updated executive compensation for the year ended
December 31, 2022.
General
13. We note your disclosure
that "In connection with the voting on the Extension Amendment Proposal and the Trust
Amendment Proposal at the special meeting, holders of 8,768,456 shares of Class A Common
Stock exercised their right to redeem those shares for cash." Consistently present the
number of shares outstanding, as we note that on page 2 you say that there are currently
6,191,819 shares outstanding, while elsewhere you disclose that there are 5,606,544 shares
outstanding. Please also update the percentages to be held by certain shareholder groups
throughout to account for the redemptions, as well as update the redemption price per share
and the amount of funds in the trust account. For example, we note that you continue to say
that the Insiders own 20% of the outstanding shares of Data Knights Class A Common Stock,
and you disclose the balance of the Trust Account as of July 1, 2022.
Response: The Amended Registration Statement
has been revised on pages 3, 11, 12 and 19 to provide the requested disclosure.
Securities and Exchange Commission
February 3, 2023
Page 6
14. Where you disclose the
ownership interest of different shareholder groups upon completion of the Business Combination,
please revise the disclosure stating that this assumes "there are no redemptions of
any shares by Data Knights public stockholders," to clarify that th